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EXHIBIT 10.2
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO
THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT,
DATED AS OF THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY
AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG
THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE
CONVERSION RIGHTS OF THE HOLDER, (B) SPECIFY VOLUNTARY AND MANDATORY REPAYMENT,
PREPAYMENT AND REDEMPTION RIGHTS AND OBLIGATIONS AND (C) SPECIFY EVENTS OF
DEFAULT FOLLOWING WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE
ACCELERATED.
No. 2 $500,000
9% CONVERTIBLE NOTE
of
LAHAINA ACQUISITIONS, INC., a Colorado corporation (together with its
successors, the "Company"), for value received hereby promises to pay to:
GCA STRATEGIC INVESTMENT FUND LIMITED
(The "Holder") and registered assigns, the principal sum of Five Hundred
Thousand ($500,000) or, if less, the principal amount of this Note then
outstanding, on the Maturity Date by wire transfer of immediately available
funds to the Holder in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, quarterly in arrears, on (i) the last day
of March, June, September and December of each year until the Maturity Date,
commencing September 30, 1999 (unless such day is not a Business Day, in which
event on the next succeeding Business Day) (each an "Interest Payment Date"),
(ii) the Maturity Date, (iii) each Conversion Date, as hereafter defined, and
(iv) the date the principal amount of the Convertible Notes shall be declared
to be or shall automatically become due and payable, on the principal sum
hereof outstanding in like coin or currency, at the rates per annum set forth
below, from the most recent Interest Payment Date to which interest has been
paid on this Convertible Note, or if no interest has been paid on this
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Convertible Note, from the date of this Convertible Note until payment in full
of the principal sum hereof has been made. The Maturity Date is August 18, 2001.
The interest rate shall be nine percent (9%) per annum (the "Interest
Rate") or, if less, the maximum rate permitted by applicable law. Past due
amounts (including interest, to the extent permitted by law) will also accrue
interest at the Interest Rate plus 2% per annum or, if less, the maximum rate
permitted by applicable law, and will be payable on demand ("Default
Interest"). Interest on this Convertible Note will be calculated on the basis
of a 360-day year of twelve 30 day months. All payments of principal and
interest hereunder shall be made for the benefit of the Holder pursuant to the
terms of the Agreement (hereafter defined). At the option of the Company,
interest may be paid in cash or in shares of Common Stock. If the Company
determines to pay interest in shares of Common Stock, it shall be required to
notify the Holder of such election at least five (5) Business Days prior to the
applicable Interest Payment Date. On each Conversion Date, interest shall be
paid in shares of Common Stock on the portion of the principal balance of the
Convertible Note then being converted. The number of shares of Common Stock
issued as interest shall be determined by dividing the dollar amount of
interest due on the applicable Interest Payment Date by the product of 9%
multiplied by the Conversion Price then in effect.
This Convertible Note (this "Convertible Note") is one of a duly
authorized issuance of $500,000 aggregate principal amount of Convertible Notes
of the Company referred to in that certain Securities Purchase Agreement dated
as of the date hereof between the Company and the Purchasers named therein (the
"Agreement"). The Agreement contains certain additional agreements among the
parties with respect to the terms of this Convertible Note, including, without
limitation, provisions which (A) limit the conversion rights of the Holder, (B)
specify voluntary and mandatory repayment, prepayment and redemption rights and
obligations and (C) specify Events of Default following which the remaining
balance due and owing hereunder may be accelerated. All such provisions are an
integral part of this Convertible Note and are incorporated herein by
reference. This Convertible Note is transferable and assignable to one or more
Persons, in accordance with the limitations set forth in the Agreement.
The Company shall keep a register (the "Register") in which shall be
entered the names and addresses of the registered holder of this Convertible
Note and particulars of this Convertible Note held by such holder and of all
transfers of this Convertible Note. References to the Holder or "Holders" shall
mean the Person listed in the Register as registered holder of such Convertible
Notes. The ownership of this Convertible Note shall be proven by the Register.
1. CERTAIN TERMS DEFINED. All terms defined in the Agreement and
not otherwise defined herein shall have for purposes hereof the meanings
provided for in the Agreement.
2. COVENANTS. Unless the Majority Holders otherwise consent in
writing, the
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Company covenants and agrees to observe and perform each of its covenants,
obligations and undertakings contained in the Agreement, which obligations and
undertakings are expressly assumed herein by the Company and made for the
benefit of the holder hereof.
3. PAYMENT OF PRINCIPAL. The Company shall repay the remaining
unpaid balance of this Convertible Note on the Maturity Date. The Company may,
and shall be obligated to, prepay all or a portion of this Convertible Note on
the terms specified in the Agreement.
4. CONVERSION.
4.1 CONVERSION OF CONVERTIBLE NOTE. Subject to Section 5 hereof,
the Holder shall have the right, at its option, at any time from and
after the date of issuance of this Convertible Note, convert the
principal amount of this Convertible Note, or any portion of such
principal amount, into that number of fully paid and nonassessable
shares of Common Stock (as such shares shall then be constituted)
determined pursuant to this Section 4.1. The number of shares of
Common Stock to be issued upon each conversion of this Convertible
Note shall be determined by dividing the Conversion Amount (as defined
below) by the Conversion Price in effect on the date (the "Conversion
Date") a Notice of Conversion is delivered to the Escrow Agent and
Company, as applicable, by the Holder by facsimile or other reasonable
means of communication dispatched prior to 5:00 p.m., New York City
Time. The term "Conversion Amount" means, with respect to any
conversion of this Convertible Note, the sum of (1) the principal
amount of this Convertible Note to be converted in such conversion
plus (2) accrued and unpaid interest, if any, on such principal amount
at the interest rates provided in this Convertible Note to the
Conversion Date plus (3) Default Interest, if any, on the interest
referred to in the immediately preceding clause (2) plus (4) at the
Holder's option, any amounts owed to the Holder pursuant to Section
4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the
Agreement.
4.2 CONVERSION PRICE. All of the outstanding principal amount of
this Convertible Note shall be converted into a number of shares of
Common Stock at a conversion price of $3.50 (the "Conversion Price").
4.3 AUTHORIZED SHARES.
(a) Consistent with Section 7.11 of the Agreement, the
Company (i) shall promptly irrevocably instruct the Escrow Agent to
direct (on authority of an irrevocable stock transfer power granted by
Company to Escrow Agent) Company's transfer agent to issue
certificates for the Common Stock issuable upon conversion of this
Convertible Note and (ii) agrees that its issuance of this Convertible
Note shall constitute full authority to its officers and agents who
are charged with the duty of executing stock certificates to execute
and issue the necessary certificates for shares of Common Stock in
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accordance with the terms and conditions of this Convertible Note.
(b) If at any time a Holder of this Convertible Note
submits a Notice of Conversion (x) the Company does not have
sufficient authorized but unissued shares of Common Stock available to
effect such conversion in full in accordance with the provisions of
this Article 4 or (y) the Company is prohibited by the applicable
rules of the OTC Bulletin Board or the National Market on which the
Common Shares are listed and traded at that time to effect such
conversion in full as provided in subsection (d) below, without
stockholder approval (each, a "Conversion Default"), the Company shall
issue to the Holder all of the shares of Common Stock which are then
available to effect such conversion. The portion of this Convertible
Note which the Holder included in its Conversion Notice and which
exceeds the amount which is then convertible into available shares of
Common Stock (the "Excess Amount") shall, notwithstanding anything to
the contrary contained herein, not be convertible into Common Stock in
accordance with the terms hereof until (and at the Holder's option at
any time after) the date additional shares of Common Stock are
authorized by the Company, or its stockholders, as applicable, at
which time the Conversion Price in respect thereof shall be the lower
of (i) the Conversion Price on the Conversion Default Date (as defined
below) and (ii) the Conversion Price on the Conversion Date thereafter
elected by the Holder in respect thereof. The Company shall pay to the
Holder payments ("Conversion Default Payments") for a Conversion
Default in the amount of (N/365) x .24 x the Excess Amount on the
Conversion Date in respect of the Conversion Default (the "Conversion
Default Date"), where N = the number of days from the Conversion
Default Date to the date (the "Authorization Date") that the Company,
or its stockholders, as applicable, authorizes a sufficient number of
shares of Common Stock to effect conversion of the full outstanding
principal balance of this Convertible Note. The Company shall use its
best efforts to authorize, or cause its stockholders to authorize
within 60 days of the occurrence of a Conversion Default, as
applicable, a sufficient number of shares of Common Stock as soon as
practicable following the earlier of (i) such time that the Holder
notifies the Company or that the Company otherwise becomes aware that
there are or likely will be insufficient shares to allow full
conversion thereof and (ii) a Conversion Default. The Company shall
send notice to the Holder of the authorization of additional shares of
Common Stock, the Authorization Date and the amount of Holder's
accrued Conversion Default Payments. The accrued Conversion Default
Payments for each calendar month shall be paid in cash or shall be
convertible into Common Stock (at such time as there are sufficient
authorized shares of Common Stock) at the Market Price, at the
Holder's option, as follows:
(i) In the event the Holder elects to take such
payment in cash, cash payment shall be made to Holder by the
fifth Business Day of the month following the month in which
it has accrued; and
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(ii) In the event the Holder elects to take such
payment in Common Stock, the Holder may convert such payment
amount into Common Stock at the Conversion Price (as in
effect at the time of conversion) at any time after the fifth
Business Day of the month following the month in which it has
accrued (at such time as there are sufficient authorized
shares of Common Stock) in accordance with the terms of this
Article 4.
(c) The Holder's election pursuant to this Section 4.3
shall be made in writing to the Company at any time prior to 5:00
p.m., New York City Time, on the third Business Day of the month
following the month in which Conversion Default payments have accrued.
If no election is made, the Holder shall be deemed to have elected to
receive cash. Nothing herein shall limit the Holders right to pursue
actual damages (to the extent in excess of the Conversion Default
Payments) due to the Company's failure to maintain a sufficient number
of authorized shares of Common Stock.
(d) In no event shall the Company issue more than the
Maximum Number of Shares upon conversion of this Convertible Note,
unless the Company shall have obtained approval by the stockholders of
the Company ("Stockholder Approval") or a waiver of such requirement
by the OTC Bulletin Board or the National Market on which the Common
Shares are listed and traded at that time. Once the Maximum Number of
Shares has been issued (the date of which is hereinafter referred to
as the "Maximum Conversion Date"), unless the Company shall have
obtained Stockholder Approval or a waiver of such requirement by the
OTC Bulletin Board or the National Market on which the Common Shares
are listed and traded at that time within 60 days of the Maximum
Conversion Date, the Company shall pay to the Holder within five (5)
Business Days of the Maximum Conversion Date (or, if the Company is,
in good faith, using its best efforts to obtain Stockholder Approval,
then the earlier of (x) 60 days following the Maximum Conversion Date,
and (y) such date that it becomes reasonably apparent that Stockholder
Approval will not be obtained within such 60 days period), the Formula
Price plus accrued and unpaid Default Interest, if any. The Maximum
Number of Shares shall be subject to adjustment from time to time for
stock splits, stock dividends, combinations, capital reorganizations
and similar events relating to the Common Stock occurring after the
date hereof as contemplated by Article XI of the Agreement. With
respect to each Holder of Convertible Notes, the Maximum Number of
Shares shall refer to such Holder's pro rata share thereof based upon
the aggregate principal balance of the Convertible Notes then
outstanding. In the event that the Company obtains Stockholder
Approval, approval of the OTC Bulletin Board or the National Market on
which the Common Shares are listed and traded at that time, or
otherwise is able to increase the number of shares to be issued above
the Maximum Number of Shares (such increased number being the "New
Maximum Number of Shares"), the references to Maximum Number of Shares
above shall be deemed to be, instead, references to the New Maximum
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Number of Shares.
4.4 METHOD OF CONVERSION.
(a) Notwithstanding anything to the contrary set forth
herein, upon conversion of this Convertible Note in accordance with
the terms hereof, the Holder shall not be required to physically
surrender this Convertible Note to the Company unless the entire
unpaid principal amount of this Convertible Note is so converted.
Rather, records showing the principal amount converted (or otherwise
repaid) and the date of such conversion or repayment shall be
maintained on a ledger substantially in the form of Annex A attached
hereto (a copy of which shall be delivered to the Company or transfer
agent with each Notice of Conversion). It is specifically contemplated
that the Holder hereof shall act as the calculation agent for
conversions and repayments. In the event of any dispute or
discrepancies, such records maintained by the Holder shall be
controlling and determinative in the absence of manifest error or
failure of Holder to record the principal amount converted (or
otherwise repaid) from time to time, in which events the record of the
Company shall be controlling and determinative. The Holder and any
assignee, by acceptance of this Convertible Note, acknowledge and
agree that, by reason of the provisions of this paragraph, following a
conversion of a portion of this Convertible Note, the principal amount
represented by this Convertible Note will be the amount indicated on
Annex A attached hereto (which may be less than the amount stated on
the face hereof).
(b) The Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the
issuance and delivery of shares of Common Stock or other securities or
property on conversion of this Convertible Note in a name other than
that of the Holder (or in street name), and the Company shall not be
required to issue or deliver any such shares or other securities or
property unless and until the person or persons (other than the Holder
or the custodian in whose street name such shares are to be held for
the Holder's account) requesting the issuance thereof shall have paid
to the Company the amount of any such tax or shall have established to
the satisfaction of the Company that such tax has been paid.
(c) Subject to Section 5 hereof, upon receipt by the
Company of a Notice of Conversion, the Holder shall be deemed to be
the holder of record of the Common Stock issuable upon such
conversion, the outstanding principal amount and the amount of accrued
and unpaid interest on this Convertible Note shall be deemed reduced
to reflect such conversion, and, unless the Company defaults on its
obligations under this Article 4, all rights with respect to the
portion of this Convertible Note being so converted shall forthwith
terminate except the right to receive the Common Stock or other
securities, cash or other assets, as herein provided, on such
conversion. Subject to Section 5 hereof, if the Holder shall have
given a Notice of Conversion as provided herein, the Company's
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obligation to issue and deliver the certificates for shares of Common
Stock shall be absolute and unconditional, irrespective of the absence
of any action by the Holder to enforce the same, any waiver or consent
with respect to any provisions thereof, the recovery of any judgment
against any person or any action by the Holder to enforce the same,
any failure or delay in the enforcement of any other obligation of the
Company to the Holder of record, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach
by the Holder of any obligation to the Company, and subject to Section
4.4(a) irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with
such conversion. The date of receipt (including receipt via telecopy)
of such Notice of Conversion shall be the Conversion Date so long as
it is received before 5:00 p.m., New York City Time, on such date.
(d) Notwithstanding the foregoing, if a Holder has not
received certificates for all shares of Common Stock prior to the
expiration of the Deadline with respect to a conversion of any portion
of this Convertible Note for any reason, then (unless the Holder
otherwise elects to retain its status as a holder of Common Stock by
so notifying the Company), the Holder shall regain the rights of a
Holder of this Convertible Note with respect to such unconverted
portions of this Convertible Note and the Company shall, as soon as
practicable, return such unconverted Convertible Note to the holder
or, if the Convertible Note has not been surrendered, adjust its
records to reflect that such portion of this Convertible Note not been
converted. In all cases, the Holder shall retain all of its rights and
remedies (including, without limitation, (i) the right to receive
Conversion Default Payments to the extent required thereby for such
Conversion Default and any subsequent Conversion Default and (ii) the
right to have the Conversion Price with respect to subsequent
conversions determined in accordance with Section 4.3 for the
Company's failure to convert this Convertible Note.
(e) In lieu of delivering physical certificates
representing the Common Stock issuable upon conversion, provided the
Company's transfer agent is participating in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer program, upon
request of the Holder and its compliance with the provisions contained
in Section 4.1 and in this Section 4.4, the Company shall use its best
efforts to cause its transfer agent to electronically transmit the
Common Stock issuable upon conversion to the Holder by crediting the
account of Holder's Prime Broker with DTC through its Deposit
Withdrawal Agent Commission System.
5. REDEMPTION BY COMPANY.
5.1 COMPANY'S RIGHT TO REDEEM. The Company may elect, or be
required, upon
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receipt of a Notice of Conversion, to redeem in whole or in part, the
remaining unpaid principal amount of this Convertible Note, for cash
at a redemption price equal to (x) the number of Common Shares into
which this Convertible Note is then convertible, times (y) the DWASP
for the ten (10) Trading Days immediately prior to the date that this
Convertible Note is called for redemption, plus accrued and unpaid
interest. The term "DWASP" means, for any security as of any date, the
daily-weighted average sales price on the Nasdaq Market as reported by
Bloomberg or, if the Nasdaq Market is not the principal trading market
for such security, the daily-weighted average sales price of such
security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the
foregoing do not apply, the daily-weighted average sales price of such
security in the over-the-counter market on the electronic bulletin
board for such security as reported by Bloomberg, or, if no
daily-weighted average sales price is reported for such security by
Bloomberg, then the average of the bid prices of any market makers for
such security as reported in the "pink sheets" by the National
Quotation Bureau, Inc. If the DWASP cannot be calculated for such
security on such date on any of the foregoing bases, the DWASP of such
security on such date shall be the fair market value as mutually
determined by the Company and the Holder.
5.2 MECHANICS OF REDEMPTION. The Company shall effect each such
redemption by giving notice of its election to redeem, by facsimile
within 2 business days following receipt of a Notice of Conversion,
with a copy by either overnight or 2-day courier, with a copy by U.S.
Air Mail to the Holder of this Convertible Note to be redeemed at the
address and facsimile number of such Holder appearing in the Company's
register for the Convertible Notes. Such redemption notice shall
indicate whether the Company will redeem all or part of such portion
of the Convertible Note to be redeemed and the applicable redemption
price. The Company shall not be entitled to send any notice of
redemption and begin the redemption procedure unless it has (i) the
full amount of the redemption price, in cash, available in a demand or
other immediately available account in a bank or similar financial
institution or (ii) immediately available credit facilities, in the
full amount of the redemption price, with a bank or similar financial
institution on the date the redemption notice is sent to the Holders
of this Convertible Note.
5.3 REDEMPTION PRICE. The redemption price shall be paid to the
Holder of this Convertible Note within 5 business days of the delivery
of the notice of such redemption to such Holder.
6. HOLDER'S RIGHT TO ADVANCE NOTICE OF ELECTION REDEEM.
6.1 HOLDER'S RIGHT TO ELECT TO RECEIVE NOTICE OF CASH REDEMPTION
BY COMPANY. The Holder of this Convertible Note shall have the right
to require Company to provide
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advance notice stating whether the Company will elect to redeem all or
part of the redeemable portion in cash, pursuant to the Company's
redemption rights discussed in Section 5.1 above.
6.2 MECHANICS OF HOLDER'S ELECTION NOTICE. Holder shall give
notice to the Company by facsimile (the "Election Notice"), requiring
that the Company disclose whether the Company would elect to redeem
the redeemable portion of this Convertible Note (in whole or in part)
if the Holder were to provide a Notice of Conversion and sought to
convert the Convertible Note in such principal amount as is specified
in the Notice of Election.
6.3 COMPANY'S RESPONSE. Company must respond, disclosing its
election, within two (2) business days of receipt of Holder's Election
Notice via facsimile. If Company does not respond to Holder within two
(2) business days (by 12:00 noon, if required above) via facsimile,
Company shall be deemed to have forfeited its right to exercise
redemption pursuant to Section 5(a) upon its receipt of (but only with
respect to) that Notice of Conversion.
7. MISCELLANEOUS. This Convertible Note shall be deemed to be a
contract made under the laws of the State of Georgia, and for all purposes
shall be governed by and construed in accordance with the laws of said State.
The parties hereto, including all guarantors or endorsers, hereby waive
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Convertible Note, except as specifically provided herein, and asset to
extensions of the time of payment, or forbearance or other indulgence without
notice. The Company hereby submits to the exclusive jurisdiction of the United
States District Court for the Northern District of Georgia and of any Georgia
state court sitting in Atlanta, Georgia for purposes of all legal proceedings
arising out of or relating to this Convertible Note. The Company irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum. The Company hereby irrevocably waives
any and all right to trial by jury in any legal proceeding arising out of or
relating to this Convertible Note.
The Holder of this Convertible Note by acceptance of this Convertible
Note agrees to be bound by the provisions of this Convertible Note which are
expressly binding on such Holder.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: August 19, 1999
LAHAINA ACQUISITIONS, INC.
By:
Name:
Title:
Convertible Note
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ANNEX A
CONVERSION AND REPAYMENT LEDGER
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INTEREST PRINCIPAL CONVERTED
DATE PRINCIPAL BALANCE CONVERTED OR PAID OR PAID NEW PRINCIPAL BALANCE ISSUER INITIALS HOLDER INITIALS
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FULL NAME AND ADDRESS OF SUBSCRIBER FOR REGISTRATION PURPOSES:
NAME:
ADDRESS:
TEL NO:
FAX NO:
CONTACT
NAME:
DELIVERY INSTRUCTIONS (IF DIFFERENT FROM REGISTRATION NAME):
NAME:
ADDRESS:
TEL NO:
FAX NO:
CONTACT
NAME:
SPECIAL INSTRUCTIONS:
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NOTICE OF CONVERSION
(To be Executed by the Registered Holder
in order to Convert the Convertible Note)
The undersigned hereby irrevocably elects to convert
$________ of the principal balance of the Convertible Note into shares of
Common Stock, no par value per share (the "Common Stock"), of Lahaina
Acquisitions, Inc. (the "Company") according to the conditions hereof, as of
the date written below. No fee will be charged to the Holder for any
conversion, except for transfer taxes, if any. The undersigned, as contemplated
by Section 5.1 of the Securities Purchase Agreement pursuant to which the
Convertible Note was issued, hereby states that the representations and
warranties of the undersigned set forth therein are true and correct in all
material respects as of the date hereof (provided, the undersigned makes no
representations concerning its investment intent with respect to the Common
Stock received upon this conversion).
Conversion calculations:
Date of Conversion
Applicable Conversion Price
Number of Shares
Name/Signature
Address:
